FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE
AGREEMENT
THIS
FIRST AMENDMENT TO STOCK ISSUANCE, ASSUMPTION AND RELEASE
AGREEMENT
(the
“First Amendment”) is made as of the 21st day of
September, 2007, by and among GREENS WORLDWIDE INCORPORATED, an
Arizona corporation (the “GRWW”), SPORTSQUEST, INC.
(formerly Air Brook Airport Express, Inc.), a Delaware corporation
(“ARBK”), and AJW
PARTNERS, LLC, a Delaware limited liability company (“AJW
Partners”), AJW OFFSHORE, LTD., a Cayman Islands corporation
(“AJW Offshore”), AJW QUALIFIED PARTNERS, LLC, a New
York limited liability company (“AJW Qualified
Partners”), NEW MILLENNIUM CAPITAL PARTNERS II, LLC, a New
York limited liability company (“New Millennium” and
together with AJW Partners, AJW Offshore and AJW Qualified
Partners, “NIR”), and AJW MASTER FUND, LTD., a Cayman
Islands corporation (“AJW Master Fund” and together
with AJW Partners and New Millennium, the “NIR
Successors”).
R E C I T A L S:
A. GRWW,
ARBK and NIR entered into a Stock Issuance, Assumption and
Release Agreement (the “Original Agreement”),
dated as of August 17, 2007. Under the terms of the Original
Agreement, the parties acknowledged that NIR modified its
organizational structure as of June 30, 2007 and agreed that
all callable secured convertible notes issued under the
Original Agreement shall be issued to the NIR Successors in
the following percentages: AJW Master Fund (90.9%), AJW
Partners (8.8%), and New Millennium (0.3%).
B. GRWW
and NIR entered into a Securities Purchase Agreement dated as
of September 16, 2005 (the “September 16, 2005 Purchase
Agreement”) in which GRWW executed callable secured
convertible notes (the “September 2005 Notes”), a
Securities Purchase Agreement dated as of July 31, 2006 in
which GRWW executed callable secured convertible notes (the
“July 2006 Notes”) a Securities Purchase Agreement
dated as of September 19, 2006, in which GRWW executed
callable secured convertible notes (the “September 2006
Notes”), a Letter Agreement dated as of October 13, 2006
in which GRWW executed callable secured convertible notes (the
“October 2006 Notes”), and a Letter Agreement
dated as of November 20, 2006 in which GRWW executed callable
secured convertible notes (the “November 2006
Notes”) (such purchase agreements, collectively, the
“Prior Agreements”). Under the Prior Agreements,
NIR purchased callable secured convertible notes from
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